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Private Fund Adviser Overview

Oct. 12, 2017

Private funds are pooled investment vehicles that are excluded from the definition of investment company under the Investment Company Act of 1940 by section 3(c)(1) or 3(c)(7) of that Act. The term private fund generally includes funds commonly known as hedge funds and private equity funds.

Historically, many of the investment advisers to private funds had been exempt from registration with the SEC under the so-called “private adviser” exemption. The Dodd-Frank Act replaced the old “private adviser” exemption with narrower exemptions for advisers that advise exclusively venture capital funds and advisers solely to private funds with less than $150 million in assets under management in the United States. As a result of the Dodd-Frank Act, many previously unregistered advisers to private funds were required to register with the SEC or the states.

Investment advisers that are registered with the SEC have an obligation to comply with all of the applicable provisions of the Investment Advisers Act of 1940 and the related rules that have been adopted by the SEC. Click here for general information about the obligations of investment advisers that are registered with the SEC.

Investment advisers to private funds use Form ADV to register with the SEC and/or certain state securities authorities. Investment advisers to private funds must report on Form ADV general information about private funds that they manage, including basic organizational and operational information as well as information about the fund’s key service providers.

SEC-registered investment advisers with at least $150 million in private funds assets under management use Form PF to report, on a non-public basis, information about the private funds that they manage. Most advisers file Form PF annually to report general information such as the types of private funds advised (e.g., hedge funds or private equity), each fund’s size, leverage, liquidity and types of investors. Certain larger advisers provide more information on a more frequent basis (including more detailed information on certain larger funds).

This page contains links to a topical reference guide for private fund advisers as well as a private fund statistics report based on aggregated data from Form PF.


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